Common use of Custody of Receivable Files Clause in Contracts

Custody of Receivable Files. To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Owner Trustee on behalf of the Issuer, upon the execution and delivery of this Agreement, appoints the Servicer, and the Servicer accepts such appointment, to act as the agent of the Issuer as custodian of the following documents or instruments (the parties hereto expressly acknowledging and agreeing that the Servicer may appoint a third party to act as the agent of the Servicer to maintain possession or control of such documents, electronic files or instruments as contemplated by Section 3.03(b) of this Agreement) which are hereby held by the Servicer for benefit of the Issuer with respect to each Receivable: (a) the original tangible record constituting or forming a part of such Receivable that is tangible chattel paper (as such term is defined in Section 9-102 of the UCC) fully executed and “signed” (within the meaning of the UCC) by the related Obligor, or a copy or image of such original tangible record that is stored in an electronic medium that the Servicer shall maintain in accordance with its Customary Servicing Practices and that shall be a single “authoritative copy” (as such term is used in Section 9-105 of the UCC) of such Receivable, which authoritative copy identifies TMCC as the secured party under such Receivable or as the assignee of the secured party under such Receivable, or the authoritative copy of the electronic record evidencing electronic chattel paper initially authenticated by the related Obligor that (i) is maintained for TMCC by a third party provider acting on behalf of TMCC that (x) provides computer services that enables Dealers to create, store, control and assign electronic records, records constituting an “authoritative copy”, and other related materials and (y) enables TMCC to accept assignment of, control, assign and store, the authoritative copy of such electronic chattel paper and electronic records and other related materials and (ii) identifies TMCC as the secured party under such Receivable or as the assignee of the secured party under such Receivable; (b) the original credit application executed by the related Obligor (or a photocopy or other image or electronic record thereof that the Servicer shall keep on file in accordance with its Customary Servicing Practices), on TMCC’s customary form, or on a form approved by TMCC; (c) the original certificate of title (or evidence that such certificate of title has been applied for), or a photocopy or other image thereof of such documents that the Servicer shall keep on file in accordance with TMCC’s Customary Servicing Practices, evidencing the security interest in the related Financed Vehicle; and (d) any and all other documents (whether tangible or electronic) that the Seller or the Servicer, as the case may be, shall keep on file, in accordance with its Customary Servicing Practices, relating to such Receivable, the related Obligor or Financed Vehicle, including documents evidencing or relating to any Insurance Policy; provided, that the Servicer may appoint one or more agents to act as subcustodians of certain items contained in a Receivable File so long as the Servicer remains primarily responsible for their safekeeping, provided, further, that the Servicer shall not transmit or transfer the authoritative copy of a Receivable that is in the form of electronic chattel paper to another person unless such person is able to and agrees to maintain TMCC’s “control” (as such term is used in Section 9-105 of the UCC) over the authoritative copy or the control of any authorized assignee of TMCC. The Servicer shall maintain “control”, within the meaning of Section 9-105 of the applicable UCC, of every Receivable for the benefit of the owners of that Receivable, and shall not relinquish such control or transfer such control to any other person except at the direction of the owner of such Receivables and only if such transfer is effective to transfer control to the person designated by such owner of the Receivable.

Custody of Receivable Files. To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Owner Trustee on behalf of the Issuer, upon the execution and delivery of this Agreement, Issuing Entity hereby revocably appoints the Servicer, and the Servicer hereby accepts such appointment, to act as for the agent benefit of the Issuer Issuing Entity and the Indenture Trustee as custodian of the following documents or instruments (the parties hereto expressly acknowledging and agreeing that the Servicer may appoint a third party to act as the agent of the Servicer to maintain possession or control of such documents, electronic files or instruments as contemplated by Section 3.03(b) of this Agreement) which are hereby held by or will hereby be constructively delivered to the Servicer for benefit Indenture Trustee, as pledgee of the Issuer Issuing Entity, as of the Closing Date with respect to each Receivable: (a) in the case of each Receivable constituting “tangible chattel paper”, the fully executed original tangible record constituting or forming a part Contract of such Receivable that is tangible or, in the case of each Receivable constituting “electronic chattel paper (as such term is defined in Section 9-102 of paper”, the UCC) fully executed and “signed” (within the meaning of the UCC) by the related Obligor, or a copy or image of such original tangible record that is stored in an electronic medium that the Servicer shall maintain in accordance with its Customary Servicing Practices and that shall be a single “authoritative copy” (as such term is used in Section 9-105 of the UCC) of such Receivable, which authoritative copy identifies TMCC as the secured party under such Receivable or as the assignee of the secured party under such Receivable, or the authoritative copy of the electronic record evidencing electronic chattel paper initially authenticated by the related Obligor that (i) is maintained for TMCC by a third party provider acting on behalf Contract of TMCC that (x) provides computer services that enables Dealers to create, store, control and assign electronic records, records constituting an “authoritative copy”, and other related materials and (y) enables TMCC to accept assignment of, control, assign and store, the authoritative copy of such electronic chattel paper and electronic records and other related materials and (ii) identifies TMCC as the secured party under such Receivable or as the assignee of the secured party under such Receivable; (b) the original credit application fully executed by the related Obligor (or a photocopy or such other image or electronic record thereof that information as the Servicer shall may keep on file in accordance with its Customary Servicing Practices), on TMCC’s customary form, or on a form approved by TMCCservicing procedures; (c) the original certificate of title (or evidence that such certificate of title has been applied for), or a photocopy or other image thereof of such documents that the Servicer or the Depositor shall keep on file file, in accordance with TMCC’s Customary Servicing Practicesits customary procedures, evidencing the security interest of World Omni in the related Financed Vehicle; and (d) any and all other documents (whether tangible or electronic) that the Seller Servicer or the Servicer, as the case may be, Depositor shall keep on file, in accordance with its Customary Servicing Practicescustomary procedures, relating to such a Receivable, the related an Obligor or a Financed Vehicle, including documents evidencing or relating to any Insurance Policy; provided, that the Servicer may appoint one or more agents to act as subcustodians of certain items contained in a Receivable File the Receivables Files so long as the Servicer remains primarily responsible for their safekeeping, provided, further, that the Servicer shall not transmit or transfer the authoritative copy of a Receivable that is in the form of electronic chattel paper to another person unless such person is able to and agrees to maintain TMCC’s “control” (as such term is used in Section 9-105 of the UCC) over the authoritative copy or the control of any authorized assignee of TMCC. The Servicer shall maintain “control”, within the meaning of Section 9-105 of the applicable UCC, of every Receivable for the benefit of the owners of that Receivable, and shall not relinquish such control or transfer such control to any other person except at the direction of the owner of such Receivables and only if such transfer is effective to transfer control to the person designated by such owner of the Receivableperson.

Custody of Receivable Files. To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Owner Trustee on behalf of the IssuerTrust, upon the execution and delivery of this Agreement, hereby revocably appoints the ServicerServicer as its agent, and the Servicer hereby accepts such appointment, to act as the agent custodian on behalf of the Issuer as custodian Trust and the Indenture Trustee of the following documents or instruments (the parties hereto expressly acknowledging and agreeing that the Servicer may appoint a third party to act as the agent of the Servicer to maintain possession or control of such documentsinstruments, electronic files or instruments as contemplated by Section 3.03(b) of this Agreement) which are hereby held by constructively delivered to the Servicer for benefit Indenture Trustee, as pledgee of the Issuer Trust pursuant to the Indenture with respect to each Receivable:Receivable (collectively, a “Receivable File”): (ai) the original tangible record constituting or forming a part original, executed copy of such Receivable that is tangible chattel paper (as such term is defined in Section 9-102 of the UCC) fully executed and “signed” (within the meaning of the UCC) by the related ObligorReceivable, or a copy or image of such original tangible record that is stored in an electronic medium that the Servicer shall maintain in accordance with its Customary Servicing Practices and that shall be a single “authoritative copy” (as such term is used defined in Section 9-105 of the Relevant UCC) of such Receivable), which authoritative copy identifies TMCC as the secured party under such Receivable or as the assignee of the secured party under such Receivable, or the authoritative copy of the electronic record evidencing electronic chattel paper initially authenticated by the related Obligor that (i) is maintained for TMCC by a third party provider acting on behalf of TMCC that (x) provides computer services that enables Dealers to create, store, control and assign electronic records, records constituting an “authoritative copy”, and other related materials and (y) enables TMCC to accept assignment of, control, assign and store, the authoritative copy of such electronic chattel paper and electronic records and other related materials and (ii) identifies TMCC as the secured party under such Receivable or as the assignee of the secured party under such Receivableapplicable; (bii) the original credit application with respect to such Receivable fully executed by the related Obligor (or a photocopy thereof or other image or electronic a record thereof that the Servicer shall keep on a computer file in accordance with its Customary Servicing Practices), on TMCC’s customary form, or disc or on a form approved by TMCCmicrofiche; (ciii) the original certificate of title (or evidence that such certificate of title has been applied for), or a photocopy or other image thereof of such documents that the Servicer shall keep on file in accordance with TMCC’s Customary Servicing Practices, evidencing the security interest in for the related Financed Vehicle; and (d) any and all Vehicle or such other documents (whether tangible or electronic) that the Seller or the Servicer, as the case may be, Servicer shall keep on file, in accordance with its Customary Servicing Practicescustomary practices and procedures, evidencing the security interest of the Seller in such Financed Vehicle; (iv) documents evidencing the commitment of the related Obligor to maintain physical damage insurance covering the related Financed Vehicle; and (v) any and all other documents (including any computer file or disc or microfiche) that the Seller or the Servicer shall keep on file, in accordance with its customary practices and procedures, relating to such Receivable, the related Obligor or the related Financed Vehicle. The Servicer hereby acknowledges receipt, including on behalf of the Trust and the Indenture Trustee, of all the documents evidencing or relating to any Insurance Policy; provided, that and instruments necessary for the Servicer may appoint one or more agents to act as subcustodians of certain items contained in a Receivable File so long as the Servicer remains primarily responsible for their safekeeping, provided, further, that the Servicer shall not transmit or transfer the authoritative copy of a Receivable that is in the form of electronic chattel paper to another person unless such person is able to and agrees to maintain TMCC’s “control” (as such term is used in Section 9-105 agent of the UCC) over Trust and the authoritative copy or the control of any authorized assignee of TMCC. The Servicer shall maintain “control”, within the meaning of Section 9-105 of the applicable UCC, of every Receivable Indenture Trustee for the benefit of purposes set forth in this Section 2.5, including the owners of that Receivable, and shall not relinquish such control or transfer such control documents referred to any other person except at the direction of the owner of such Receivables and only if such transfer is effective to transfer control to the person designated by such owner of the Receivableherein.

Custody of Receivable Files. To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Owner Trustee on behalf of the IssuerTrust, upon the execution and delivery of this Agreement, hereby revocably appoints the ServicerServicer as its agent, and the Servicer hereby accepts such appointment, to act as the agent custodian on behalf of the Issuer as custodian Trust and the Indenture Trustee of the following documents or instruments (the parties hereto expressly acknowledging and agreeing that the Servicer may appoint a third party to act as the agent of the Servicer to maintain possession or control of such documentsinstruments, electronic files or instruments as contemplated by Section 3.03(b) of this Agreement) which are hereby held by constructively delivered to the Servicer for benefit Indenture Trustee, as pledgee of the Issuer Trust pursuant to the Indenture (or, in the case of the Subsequent Receivables, will as of the applicable Subsequent Transfer Date be constructively delivered to the Indenture Trustee, as pledgee of the Trust pursuant to the Indenture), with respect to each Receivable:Receivable (collectively, a "Receivable File"): (a) the original tangible record constituting or forming a part of such Receivable that is tangible chattel paper (as such term is defined in Section 9-102 of the UCC) fully executed and “signed” (within the meaning of the UCC) by the related Obligor, or a copy or image of such original tangible record that is stored in an electronic medium that the Servicer shall maintain in accordance with its Customary Servicing Practices and that shall be a single “authoritative copy” (as such term is used in Section 9-105 of the UCC) of such Receivable, which authoritative copy identifies TMCC as the secured party under such Receivable or as the assignee of the secured party under such Receivable, or the authoritative copy of the electronic record evidencing electronic chattel paper initially authenticated by the related Obligor that (i) is maintained for TMCC by a third party provider acting on behalf of TMCC that (x) provides computer services that enables Dealers to create, store, control and assign electronic records, records constituting an “authoritative copy”, and other related materials and (y) enables TMCC to accept assignment of, control, assign and store, the authoritative copy of such electronic chattel paper and electronic records and other related materials and (ii) identifies TMCC as the secured party under such Receivable or as the assignee single original of the secured party under such Receivable; (bii) the original credit application fully executed by the related Obligor (or a photocopy thereof or a record thereof on a computer file tape, microfiche or other image or electronic record thereof that the Servicer shall keep on file in accordance with its Customary Servicing Practices), on TMCC’s customary form, or on a form approved by TMCCmedium; (ciii) the original certificate of title (or evidence that such certificate of title has been applied for), or a photocopy or other image thereof of such documents that the Servicer shall keep on file in accordance with TMCC’s Customary Servicing Practices, evidencing the security interest in the related Financed Vehicle; and (d) any and all other documents (whether tangible or electronic) that the Seller or the Servicer, as the case may be, MMCA shall keep on file, in accordance with its Customary Servicing Practicescustomary practices and procedures, evidencing the security interest of MMCA in the Financed Vehicle; (iv) documents evidencing the existence, at the time of origination of the Receivable, of any insurance covering the Financed Vehicle; and (v) any and all other documents (including any computer tape, microfiche or other electronic medium) that the Servicer or the Seller shall keep on file, in accordance with its customary procedures, relating to such a Receivable, an Obligor, or a Financed Vehicle. On the Closing Date (with respect to the Initial Receivables) and each Subsequent Transfer Date (with respect to the related Obligor or Financed VehicleSubsequent Receivables), including documents evidencing or relating the Servicer shall provide an Officer's Certificate to any Insurance Policy; provided, the Trust and the Indenture Trustee confirming that the Servicer may appoint one or more agents has received, on behalf of the Trust and the Indenture Trustee, all the documents and instruments necessary for the Servicer to act as subcustodians of certain items contained in a Receivable File so long as the Servicer remains primarily responsible for their safekeeping, provided, further, that the Servicer shall not transmit or transfer the authoritative copy of a Receivable that is in the form of electronic chattel paper to another person unless such person is able to and agrees to maintain TMCC’s “control” (as such term is used in Section 9-105 agent of the UCC) over Trust and the authoritative copy or the control of any authorized assignee of TMCC. The Servicer shall maintain “control”, within the meaning of Section 9-105 of the applicable UCC, of every Receivable Indenture Trustee for the benefit of purposes set forth in this Section 2.4, including the owners of that Receivabledocuments referred to herein, and shall not relinquish the Trust, the Owner Trustee and the Indenture Trustee are hereby authorized to rely on such control or transfer such control to any other person except at the direction of the owner of such Receivables and only if such transfer is effective to transfer control to the person designated by such owner of the ReceivableOfficer's Certificate.

Custody of Receivable Files. To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Owner Trustee on behalf of the IssuerIndenture Trustee, upon the execution and delivery of this Agreement, hereby revocably appoints the ServicerBANA to act as Custodian, and the Servicer BANA hereby accepts such appointment, to act solely as the agent for the Indenture Trustee, as pledgee of the Issuer and as custodian of the following documents or instruments (the parties hereto expressly acknowledging and agreeing that the Servicer may appoint a third party to act as the agent of the Servicer to maintain possession or control of such documentsinstruments, electronic files or instruments as contemplated by Section 3.03(b) of this Agreement) which are hereby held by constructively delivered to the Servicer for benefit Indenture Trustee, as pledgee of the Issuer pursuant to the Indenture (collectively, the “Receivable Files”) with respect to each Receivable:Receivable (but only to the extent applicable to such Receivable and only to the extent held in tangible paper form): (a) the fully executed original tangible record constituting of the installment sale contract or forming a part of the promissory note and security agreement, as applicable, for such Receivable that is (with respect to tangible chattel paper (as such term is defined in Section 9-102 of the UCCpaper) fully executed and “signed” (within the meaning of the UCC) by the related Obligor, or a copy or image of such original tangible record that is stored in an electronic medium that the Servicer shall maintain in accordance with its Customary Servicing Practices and that shall be a single “authoritative copy” (as such term is used in Section 9-105 of the UCC) of the Receivable (with respect to electronic chattel paper) or, if no such Receivable, which original executed Receivable or authoritative copy identifies TMCC as the secured party under such Receivable exists, a copy thereof, including any written amendment or as the assignee of the secured party under such Receivableextensions thereto; provided, or the however, that an authoritative copy of the electronic record evidencing electronic chattel paper initially authenticated by the related Obligor that (i) is maintained for TMCC may be held by a third party provider acting on behalf of TMCC that (x) provides computer services that enables Dealers to create, store, control and assign electronic records, records constituting an “authoritative copy”, and other related materials and (y) enables TMCC to accept assignment of, control, assign and store, the authoritative copy of such electronic chattel paper and electronic records and other related materials and (ii) identifies TMCC as the secured party under such Receivable or as the assignee of the secured party under such Receivableservice provider; (b) the original credit application executed by the related Obligor (application, an electronic image thereof or a photocopy or other image or electronic record thereof that to the Servicer shall keep on file extent held in accordance with its Customary Servicing Practices), on TMCC’s customary paper form, or on a form approved by TMCC; (c) the original certificate Certificate of title Title for the related Financed Vehicle (or evidence that such certificate of title has been applied for)) or such other documents (electronic or otherwise, or a photocopy or other image thereof of such documents as used in the applicable jurisdiction) that the Servicer shall will keep on file file, in accordance with TMCC’s Customary Servicing Practicesits normal policies and procedures, evidencing the security interest of BANA, as first lienholder or secured party, in such Financed Vehicle; provided, however, that in lieu of being held in the related Financed VehicleReceivable File, the Certificate of Title may be held by a third party service provider engaged by the servicer to obtain or to hold the Certificate of Title; and (d) any and all other documents (whether tangible or electronic) that the Seller or the Servicer, as the case may be, shall keep Servicer keeps on file, file in accordance with its Customary Servicing Practices, Practices relating to such the individual Receivable, the related Obligor or Financed Vehicle, including documents evidencing or relating . The Issuer and the Indenture Trustee shall have no responsibility to any Insurance Policy; provided, that monitor the Servicer may appoint one or more agents to act Servicer’s performance as subcustodians custodian and shall have no liability in connection with the Servicer’s performance of certain items contained in a Receivable File so long as the Servicer remains primarily responsible for their safekeeping, provided, further, that the Servicer shall not transmit or transfer the authoritative copy of a Receivable that is in the form of electronic chattel paper to another person unless such person is able to and agrees to maintain TMCC’s “control” (as such term is used in Section 9-105 duties hereunder. The Custodian hereby acknowledges receipt of the UCC) over Receivable Files for each Receivable listed on the authoritative copy or the control Schedule of any authorized assignee of TMCC. The Servicer shall maintain “control”, within the meaning of Section 9-105 of the applicable UCC, of every Receivable for the benefit of the owners of that Receivable, and shall not relinquish such control or transfer such control to any other person except at the direction of the owner of such Receivables and only if such transfer is effective to transfer control to the person designated by such owner of the ReceivableReceivables.

Custody of Receivable Files. To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Owner Trustee on behalf of the Issuer, upon the execution and delivery of this Agreement, appoints the Servicer, and the Servicer accepts such appointment, to act as the agent of the Issuer as custodian of the following documents or instruments (the parties hereto expressly acknowledging and agreeing that the Servicer may appoint a third party to act as the agent of the Servicer to maintain possession or control of such documents, electronic files or instruments as contemplated by Section Sections 3.01(v) and 3.03(b) of this Agreement) which are hereby held by the Servicer for benefit of the Issuer with respect to each Receivable: (a) the original tangible record constituting or forming a part of such Receivable that is tangible chattel paper (as such term is defined in Section 9-102 of the UCC) fully executed and “signed” (within the meaning of the UCC) by the related Obligor, or a copy or image of such original tangible record that is stored in an electronic medium that the Servicer shall maintain in accordance with its Customary Servicing Practices and that shall be a single “authoritative copy” (as such term is used in Section 9-105 of the UCC) of such Receivable, which authoritative copy identifies TMCC as the secured party under such Receivable or as the assignee of the secured party under such Receivable, or the authoritative copy of the electronic record evidencing electronic chattel paper initially authenticated by the related Obligor that (i) is maintained for TMCC by a third party provider acting on behalf of TMCC that (x) provides computer services that enables Dealers to create, store, control and assign electronic records, records constituting an “authoritative copy”, and other related materials and (y) enables TMCC to accept assignment of, control, assign and store, the authoritative copy of such electronic chattel paper and electronic records and other related materials and (ii) identifies TMCC as the secured party under such Receivable or as the assignee of the secured party under such Receivable; (b) the original credit application executed by the related Obligor (or a photocopy or other image or electronic record thereof that the Servicer shall keep on file in accordance with its Customary Servicing Practices), on TMCC’s customary form, or on a form approved by TMCC; (c) the original certificate of title (or evidence that such certificate of title has been applied for), or a photocopy or other image thereof of such documents that the Servicer shall keep on file in accordance with TMCC’s Customary Servicing Practices, evidencing the security interest in the related Financed Vehicle; and (d) any and all other documents (whether tangible or electronic) that the Seller or the Servicer, as the case may be, shall keep on file, in accordance with its Customary Servicing Practices, relating to such Receivable, the related Obligor or Financed Vehicle, including documents evidencing or relating to any Insurance Policy; provided, that the Servicer may appoint one or more agents to act as subcustodians of certain items contained in a Receivable File so long as the Servicer remains primarily responsible for their safekeeping, provided, provided further, that the Servicer shall not transmit or transfer the authoritative copy of a Receivable that is in the form of electronic chattel paper to another person unless such person is able to and agrees to maintain TMCC’s “control” (as such term is used in Section 9-105 of the UCC) over the authoritative copy or the control of any authorized assignee of TMCC. The Servicer shall maintain “control”, within the meaning of Section 9-105 of the applicable UCC, of every Receivable for the benefit of the owners of that Receivable, and shall not relinquish such control or transfer such control to any other person except at the direction of the owner of such Receivables and only if such transfer is effective to transfer control to the person designated by such owner of the Receivable.

Custody of Receivable Files. (a) To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Owner Trustee Administrative Agent, on behalf of the IssuerSecured Parties, upon the execution and delivery of this Agreement, hereby revocably appoints the ServicerUACC as its agent, and the Servicer UACC hereby accepts such appointment, to act as the agent of the Issuer as custodian of the following documents or instruments (the parties hereto expressly acknowledging and agreeing that the Servicer may appoint a third party to act as the agent of the Servicer to maintain possession or control of such documentsCustodian, electronic files or instruments as contemplated by Section 3.03(b) of this Agreement) which are hereby held by the Servicer for benefit of the Issuer with respect to each Receivable: (a) the original tangible record constituting or forming a part of such Receivable that is tangible chattel paper (as such term is defined in Section 9-102 of the UCC) fully executed and “signed” (within the meaning of the UCC) by the related Obligor, or a copy or image of such original tangible record that is stored in an electronic medium that the Servicer shall maintain in accordance with its Customary Servicing Practices and that shall be a single “authoritative copy” (as such term is used in Section 9-105 of the UCC) of such Receivable, which authoritative copy identifies TMCC as the secured party under such Receivable or as the assignee of the secured party under such Receivable, or the authoritative copy of the electronic record evidencing electronic chattel paper initially authenticated by the related Obligor that (i) is maintained for TMCC by a third party provider acting on behalf of TMCC that (x) provides computer services that enables Dealers to createthe Secured Parties, store, control of the Receivables and assign electronic records, records constituting an “authoritative copy”, the Receivable Files. The Custodian shall hold and maintain physical possession of all Tangible Contracts and other related materials items of Receivable Files (other than Electronic Contracts) delivered to the Custodian and (y) enables TMCC to accept assignment of, control, assign and store, the authoritative copy of such electronic chattel paper and electronic records and other related materials and (ii) identifies TMCC as the secured party under such Receivable or as the assignee of the secured party under such Receivable; (b) the original credit application executed by the related Obligor (or a photocopy or other image or electronic record thereof that the Servicer shall keep on file in accordance with its Customary Servicing Practices), on TMCC’s customary form, or on a form approved by TMCC; (c) the original certificate of title (or evidence that such certificate of title has been applied for), or a photocopy or other image thereof of such documents that the Servicer shall keep on file in accordance with TMCC’s Customary Servicing Practices, evidencing the security interest in the related Financed Vehicle; and (d) any and all other documents (whether tangible or electronic) that the Seller or the Servicer, as the case may be, shall keep on file, in accordance with its Customary Servicing Practices, relating to such Receivable, the related Obligor or Financed Vehicle, including documents evidencing or relating to any Insurance Policy; provided, that the Servicer may appoint one or more agents to act as subcustodians of certain items contained in a Receivable File so long as the Servicer remains primarily responsible for their safekeeping, provided, further, that the Servicer shall not transmit or transfer the authoritative copy of a Receivable that is in the form of electronic chattel paper to another person unless such person is able to and agrees to maintain TMCC’s “control” (as such term is used in Section 9-105 of the UCC) over the authoritative copy or the control of any authorized assignee of TMCC. The Servicer shall maintain “control”, within the meaning of Section 9-105 of the applicable UCC, ) of every Receivable all Electronic Contracts relating to the Receivables included in the Collateral pursuant to this Agreement or the Basic Documents for the benefit of the owners Administrative Agent under the terms of this Agreement, as agent for the Secured Parties for purposes of perfecting and maintaining the priority of the Administrative Agent’s security interest in the Receivables. Except for actions expressly authorized by this Agreement, the Custodian shall take no action which would or would be likely to impair the security interests of any Person created or existing in, to or under any Receivable or Financed Vehicle or to impair the value of any Receivable or Financed Vehicle. The Custodian hereby agrees not to assert (in its individual capacity or otherwise) any Liens or claims of any kind with respect to the Receivable Files held or controlled by it or the related Receivables or any other Collateral and hereby releases and waives any such Liens and claims. (b) On the Closing Date, the Custodian shall deliver an Officer’s Certificate to the Administrative Agent, on behalf of the Secured Parties, confirming that Receivableit has received, on behalf of the Secured Parties, all the documents and instruments necessary for it to act as the agent of the Secured Parties for the purposes set forth in this Section, including the documents referred to herein, and shall not relinquish the Secured Parties are hereby authorized to rely on such control or transfer such control to any other person except at the direction of the owner of such Receivables and only if such transfer is effective to transfer control to the person designated by such owner of the ReceivableOfficer’s Certificate.

Custody of Receivable Files. To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Owner Trustee on behalf of the Issuer, upon the execution and delivery of this Agreement, [Issuing Entity][Grantor Trust] hereby revocably appoints the Servicer, and the Servicer hereby accepts such appointment, to act as for the agent benefit of the Issuer [Issuing Entity][Grantor Trust] and the Indenture Trustee as custodian of the following documents or instruments (the parties hereto expressly acknowledging and agreeing that the Servicer may appoint a third party to act as the agent of the Servicer to maintain possession or control of such documents, electronic files or instruments as contemplated by Section 3.03(b) of this Agreement) which are hereby held by or will hereby be constructively delivered to the Servicer for benefit Indenture Trustee, as pledgee of the Issuer Issuing Entity, as of the Closing Date with respect to each [Initial] Receivable [and as of the Subsequent Transfer Date with respect to each Subsequent Receivable]: (a) in the case of each Receivable constituting “tangible chattel paper”, the fully executed original tangible record constituting or forming a part Contract of such Receivable that is tangible or, in the case of each Receivable constituting “electronic chattel paper (as such term is defined in Section 9-102 of paper”, the UCC) fully executed and “signed” (within the meaning of the UCC) by the related Obligor, or a copy or image of such original tangible record that is stored in an electronic medium that the Servicer shall maintain in accordance with its Customary Servicing Practices and that shall be a single “authoritative copy” (as such term is used in Section 9-105 of the UCC) of such Receivable, which authoritative copy identifies TMCC as the secured party under such Receivable or as the assignee of the secured party under such Receivable, or the authoritative copy of the electronic record evidencing electronic chattel paper initially authenticated by the related Obligor that (i) is maintained for TMCC by a third party provider acting on behalf Contract of TMCC that (x) provides computer services that enables Dealers to create, store, control and assign electronic records, records constituting an “authoritative copy”, and other related materials and (y) enables TMCC to accept assignment of, control, assign and store, the authoritative copy of such electronic chattel paper and electronic records and other related materials and (ii) identifies TMCC as the secured party under such Receivable or as the assignee of the secured party under such Receivable; (b) the original credit application fully executed by the related Obligor (or a photocopy or such other image or electronic record thereof that information as the Servicer shall may keep on file in accordance with its Customary Servicing Practices), on TMCC’s customary form, or on a form approved by TMCCservicing procedures; (c) the original certificate of title (or evidence that such certificate of title has been applied for), or a photocopy or other image thereof of such documents that the Servicer or the Depositor shall keep on file file, in accordance with TMCC’s Customary Servicing Practicesits customary procedures, evidencing the security interest of World Omni in the related Financed Vehicle; and (d) any and all other documents (whether tangible or electronic) that the Seller Servicer or the Servicer, as the case may be, Depositor shall keep on file, in accordance with its Customary Servicing Practicescustomary procedures, relating to such a Receivable, the related an Obligor or a Financed Vehicle, including documents evidencing or relating to any Insurance Policy; provided, that the Servicer may appoint one or more agents to act as subcustodians of certain items contained in a Receivable File the Receivables Files so long as the Servicer remains primarily responsible for their safekeeping, provided, further, that the Servicer shall not transmit or transfer the authoritative copy of a Receivable that is in the form of electronic chattel paper to another person unless such person is able to and agrees to maintain TMCC’s “control” (as such term is used in Section 9-105 of the UCC) over the authoritative copy or the control of any authorized assignee of TMCC. The Servicer shall maintain “control”, within the meaning of Section 9-105 of the applicable UCC, of every Receivable for the benefit of the owners of that Receivable, and shall not relinquish such control or transfer such control to any other person except at the direction of the owner of such Receivables and only if such transfer is effective to transfer control to the person designated by such owner of the Receivableperson.

Custody of Receivable Files. To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Owner Trustee on behalf of the Issuer, upon the execution and delivery of this Agreement, appoints the Servicer, and the Servicer accepts such appointment, to act as the agent of the Issuer as custodian of the following documents or instruments (the parties hereto expressly acknowledging and agreeing or a photocopy or other image thereof that the Servicer may appoint a third party to act as the agent of the Servicer to maintain possession or control of such documents, electronic files or instruments as contemplated by Section 3.03(bshall keep on file in accordance with its Customary Servicing Practices) of this Agreement) which that are hereby held by the Servicer for benefit of constructively delivered to the Issuer with respect to each Receivable:25 (Nissan 2017-B Sale and Servicing Agreement) Receivable (but only to the extent applicable to such Receivable and only to the extent held in tangible paper form or electronic form) (collectively, the “Receivable Files”): (a) the original of each tangible record constituting or forming a part of such Receivable that is tangible chattel paper (as such term is defined used in Section 9-102 105 of the UCC) fully executed and “signed” (within the meaning of the UCC) by the related Obligor, or a copy or image of such original tangible record that is stored in an electronic medium that the Servicer shall maintain in accordance with its Customary Servicing Practices and that shall be a single “authoritative copy” (as such term is used in Section 9-105 of the UCC) of such Receivable, which authoritative copy identifies TMCC as the secured party under such Receivable or as the assignee of the secured party under such Receivable, or the authoritative copy of the each electronic record evidencing constituting or forming a part of each Receivable that is electronic chattel paper initially authenticated paper, fully executed by the related Obligor that (i) is maintained for TMCC by a third party provider acting on behalf of TMCC that (x) provides computer services that enables Dealers to create, store, control and assign electronic records, records constituting an “authoritative copy”, and other related materials and (y) enables TMCC to accept assignment of, control, assign and store, the authoritative copy of such electronic chattel paper and electronic records and other related materials and (ii) identifies TMCC as the secured party under such Receivable or as the assignee of the secured party under such ReceivableObligor; (b) the original credit application executed by the related Obligor (or a photocopy or other image or electronic record thereof that the Servicer shall keep on file in accordance with its Customary Servicing Practices), on TMCC’s customary form, or on a form approved by TMCCObligor; (c) the original certificate Certificate of Title or, if not yet received, evidence that an application therefor has been submitted with the appropriate authority, a guaranty of title from a Dealer or such other document (electronic or evidence that such certificate of title has been applied for)otherwise, or a photocopy or other image thereof of such documents as used in the applicable jurisdiction) that the Servicer shall keep keeps on file file, in accordance with TMCC’s its Customary Servicing Practices, evidencing the security interest of NMAC in the related Financed Vehicle; provided, however, that in lieu of being held in the Receivable File, the Certificate of Title may be held by a third party service provider engaged by the Servicer to obtain or hold Certificates of Title; and (d) any and all other documents records (whether tangible or electronic) that the Seller or the Servicer, as the case may be, Servicer shall keep on file, in accordance with its Customary Servicing Practices, relating to such Receivable, the related Obligor or Financed Vehicle, including documents evidencing or relating to any Insurance Policy; provided, that the Servicer may appoint one or more agents to act as subcustodians of certain items contained in a Receivable File so long as the Servicer remains primarily responsible for their safekeeping, provided, further, that the Servicer shall not transmit or transfer the authoritative copy of a Receivable that is in the form of electronic chattel paper to another person unless such person is able to and agrees to maintain TMCC’s “control” (as such term is used in Section 9-105 of the UCC) over the authoritative copy or the control of any authorized assignee of TMCC. The Servicer shall maintain “control”, within the meaning of Section 9-105 of the applicable UCC, of every Receivable for the benefit of the owners of that Receivable, and shall not relinquish such control or transfer such control to any other person except at the direction of the owner of such Receivables and only if such transfer is effective to transfer control to the person designated by such owner of the Receivable.

Custody of Receivable Files. To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Owner Trustee on behalf of the Issuer, upon the execution and delivery of this Agreement, appoints the Servicer, and the Servicer accepts such appointment, to act as the agent of the Issuer as custodian of the following documents or instruments (the parties hereto expressly acknowledging and agreeing or a photocopy or other image thereof that the Servicer may appoint a third party to act as the agent of the Servicer to maintain possession or control of such documents, electronic files or instruments as contemplated by Section 3.03(bshall keep on file in accordance with its Customary Servicing Practices) of this Agreement) which that are hereby held by the Servicer for benefit of constructively delivered to the Issuer with respect to each Receivable:25 (Nissan 2016-B Sale and Servicing Agreement) Receivable (but only to the extent applicable to such Receivable and only to the extent held in tangible paper form or electronic form) (collectively, the “Receivable Files”): (a) the original of each tangible record constituting or forming a part of such Receivable that is tangible chattel paper (as such term is defined used in Section 9-102 105 of the UCC) fully executed and “signed” (within the meaning of the UCC) by the related Obligor, or a copy or image of such original tangible record that is stored in an electronic medium that the Servicer shall maintain in accordance with its Customary Servicing Practices and that shall be a single “authoritative copy” (as such term is used in Section 9-105 of the UCC) of such Receivable, which authoritative copy identifies TMCC as the secured party under such Receivable or as the assignee of the secured party under such Receivable, or the authoritative copy of the each electronic record evidencing constituting or forming a part of each Receivable that is electronic chattel paper initially authenticated paper, fully executed by the related Obligor that (i) is maintained for TMCC by a third party provider acting on behalf of TMCC that (x) provides computer services that enables Dealers to create, store, control and assign electronic records, records constituting an “authoritative copy”, and other related materials and (y) enables TMCC to accept assignment of, control, assign and store, the authoritative copy of such electronic chattel paper and electronic records and other related materials and (ii) identifies TMCC as the secured party under such Receivable or as the assignee of the secured party under such ReceivableObligor; (b) the original credit application executed by the related Obligor (or a photocopy or other image or electronic record thereof that the Servicer shall keep on file in accordance with its Customary Servicing Practices), on TMCC’s customary form, or on a form approved by TMCCObligor; (c) the original certificate Certificate of Title or, if not yet received, evidence that an application therefor has been submitted with the appropriate authority, a guaranty of title from a Dealer or such other document (electronic or evidence that such certificate of title has been applied for)otherwise, or a photocopy or other image thereof of such documents as used in the applicable jurisdiction) that the Servicer shall keep keeps on file file, in accordance with TMCC’s its Customary Servicing Practices, evidencing the security interest of NMAC in the related Financed Vehicle; provided, however, that in lieu of being held in the Receivable File, the Certificate of Title may be held by a third party service provider engaged by the Servicer to obtain or hold Certificates of Title; and (d) any and all other documents records (whether tangible or electronic) that the Seller or the Servicer, as the case may be, Servicer shall keep on file, in accordance with its Customary Servicing Practices, relating to such Receivable, the related Obligor or Financed Vehicle, including documents evidencing or relating to any Insurance Policy; provided, that the Servicer may appoint one or more agents to act as subcustodians of certain items contained in a Receivable File so long as the Servicer remains primarily responsible for their safekeeping, provided, further, that the Servicer shall not transmit or transfer the authoritative copy of a Receivable that is in the form of electronic chattel paper to another person unless such person is able to and agrees to maintain TMCC’s “control” (as such term is used in Section 9-105 of the UCC) over the authoritative copy or the control of any authorized assignee of TMCC. The Servicer shall maintain “control”, within the meaning of Section 9-105 of the applicable UCC, of every Receivable for the benefit of the owners of that Receivable, and shall not relinquish such control or transfer such control to any other person except at the direction of the owner of such Receivables and only if such transfer is effective to transfer control to the person designated by such owner of the Receivable.

Custody of Receivable Files. To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Owner Trustee on behalf of the Issuer, upon the execution and delivery of this Agreement, appoints the Servicer, and the Servicer accepts such appointment, to act as the agent of the Issuer as custodian of the following documents or instruments (the parties hereto expressly acknowledging and agreeing or a photocopy or other image thereof that the Servicer may appoint a third party to act as the agent of the Servicer to maintain possession or control of such documents, electronic files or instruments as contemplated by Section 3.03(bshall keep on file in accordance with its Customary Servicing Practices) of this Agreement) which that are hereby held by the Servicer for benefit of constructively delivered to the Issuer with respect to each Receivable:Receivable (but only to the extent applicable to such Receivable and only to the extent held in tangible paper form or electronic form) (collectively, the “Receivable Files”): 25 (NAROT 2023-B Sale and Servicing Agreement) (a) the original of each tangible record constituting or forming a part of such Receivable that is tangible chattel paper (as such term is defined used in Section 9-102 105 of the UCC) fully executed and “signed” (within the meaning of the UCC) by the related Obligor, or a copy or image of such original tangible record that is stored in an electronic medium that the Servicer shall maintain in accordance with its Customary Servicing Practices and that shall be a single “authoritative copy” (as such term is used in Section 9-105 of the UCC) of such Receivable, which authoritative copy identifies TMCC as the secured party under such Receivable or as the assignee of the secured party under such Receivable, or the authoritative copy of the each electronic record evidencing constituting or forming a part of each Receivable that is electronic chattel paper initially authenticated paper, fully executed by the related Obligor that (i) is maintained for TMCC by a third party provider acting on behalf of TMCC that (x) provides computer services that enables Dealers to create, store, control and assign electronic records, records constituting an “authoritative copy”, and other related materials and (y) enables TMCC to accept assignment of, control, assign and store, the authoritative copy of such electronic chattel paper and electronic records and other related materials and (ii) identifies TMCC as the secured party under such Receivable or as the assignee of the secured party under such ReceivableObligor; (b) the original credit application executed by the related Obligor (or a photocopy or other image or electronic record thereof that the Servicer shall keep on file in accordance with its Customary Servicing Practices), on TMCC’s customary form, or on a form approved by TMCCObligor; (c) the original certificate Certificate of Title or, if not yet received, evidence that an application therefor has been submitted with the appropriate authority, a guaranty of title from a Dealer or such other document (electronic or evidence that such certificate of title has been applied for)otherwise, or a photocopy or other image thereof of such documents as used in the applicable jurisdiction) that the Servicer shall keep keeps on file file, in accordance with TMCC’s its Customary Servicing Practices, evidencing the security interest of NMAC in the related Financed Vehicle; provided, however, that in lieu of being held in the Receivable File, the Certificate of Title may be held by a third party service provider engaged by the Servicer to obtain or hold Certificates of Title; and (d) any and all other documents records (whether tangible or electronic) that the Seller or the Servicer, as the case may be, Servicer shall keep on file, in accordance with its Customary Servicing Practices, relating to such Receivable, the related Obligor or Financed Vehicle, including documents evidencing or relating to any Insurance Policy; provided, that the Servicer may appoint one or more agents to act as subcustodians of certain items contained in a Receivable File so long as the Servicer remains primarily responsible for their safekeeping, provided, further, that the Servicer shall not transmit or transfer the authoritative copy of a Receivable that is in the form of electronic chattel paper to another person unless such person is able to and agrees to maintain TMCC’s “control” (as such term is used in Section 9-105 of the UCC) over the authoritative copy or the control of any authorized assignee of TMCC. The Servicer shall maintain “control”, within the meaning of Section 9-105 of the applicable UCC, of every Receivable for the benefit of the owners of that Receivable, and shall not relinquish such control or transfer such control to any other person except at the direction of the owner of such Receivables and only if such transfer is effective to transfer control to the person designated by such owner of the Receivable.

Custody of Receivable Files. To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Owner Trustee on behalf of the Issuer, upon the execution and delivery of 24 (Nissan 2013-C Sale and Servicing Agreement) this Agreement, appoints the Servicer, and the Servicer accepts such appointment, to act as the agent of the Issuer as custodian of the following documents or instruments (the parties hereto expressly acknowledging and agreeing that the Servicer may appoint a third party to act as the agent of the Servicer to maintain possession or control of such documents, electronic files or instruments as contemplated by Section 3.03(b) of this Agreement) which are hereby held by the Servicer for benefit of constructively delivered to the Issuer with respect to each Receivable:Receivable (but only to the extent applicable to such Receivable and only to the extent held in tangible paper form or electronic form) (collectively, the “Receivable Files”): (a) the original of each tangible record constituting or forming a part of such Receivable that is tangible chattel paper (as such term is defined used in Section 9-102 105 of the UCC) fully executed and “signed” (within the meaning of the UCC) by the related Obligor, or a copy photocopy or other image of such original tangible record that is stored in an electronic medium thereof that the Servicer shall maintain keep on file in accordance with its Customary Servicing Practices customary procedures) and that shall be a single “authoritative copy” (as such term is used in Section 9-105 of the UCC) of such each electronic record constituting or forming a part of each Receivable, which authoritative copy identifies TMCC as the secured party under such Receivable or as the assignee of the secured party under such Receivable, or the authoritative copy of the electronic record evidencing electronic chattel paper initially authenticated fully executed by the related Obligor that (i) is maintained for TMCC by a third party provider acting on behalf of TMCC that (x) provides computer services that enables Dealers to create, store, control and assign electronic records, records constituting an “authoritative copy”, and other related materials and (y) enables TMCC to accept assignment of, control, assign and store, the authoritative copy of such electronic chattel paper and electronic records and other related materials and (ii) identifies TMCC as the secured party under such Receivable or as the assignee of the secured party under such ReceivableObligor; (b) the original credit application executed by the related Obligor (or a photocopy or other image or electronic record thereof that the Servicer shall keep on file in accordance with its Customary Servicing Practicescustomary procedures), on TMCC’s customary form, or on a form approved by TMCC; (c) the original certificate of title (or evidence that such certificate of title has been applied for), or a photocopy or other image thereof of or such documents that the Servicer shall keep on file in accordance with TMCC’s Customary Servicing Practicesits customary procedures), evidencing the security interest of the Servicer in the related Financed Vehicle; and (d) any and all other documents records (whether tangible or electronic) that the Seller or the Servicer, as the case may be, Servicer shall keep on file, in accordance with its Customary Servicing Practicescustomary procedures, relating to such Receivable, the related Obligor or Financed Vehicle, including documents evidencing or relating to any Insurance Policy; provided, that the Servicer may appoint one or more agents to act as subcustodians of certain items contained in a Receivable File so long as the Servicer remains primarily responsible for their safekeeping, provided, further, that the Servicer shall not transmit or transfer the authoritative copy of a Receivable that is in the form of electronic chattel paper to another person unless such person is able to and agrees to maintain TMCC’s “control” (as such term is used in Section 9-105 of the UCC) over the authoritative copy or the control of any authorized assignee of TMCC. The Servicer shall maintain “control”, within the meaning of Section 9-105 of the applicable UCC, of every Receivable for the benefit of the owners of that Receivable, and shall not relinquish such control or transfer such control to any other person except at the direction of the owner of such Receivables and only if such transfer is effective to transfer control to the person designated by such owner of the Receivable.

Custody of Receivable Files. To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Owner Trustee on behalf of the Issuer, upon the execution and delivery of this Agreement, appoints the Servicer, and the Servicer accepts such appointment, to act as the agent of the Issuer as custodian of the following documents or instruments (the parties hereto expressly acknowledging and agreeing that the Servicer may appoint a third party to act as the agent of the Servicer to maintain possession or control of such documents, electronic files or instruments as contemplated by Section 3.03(b) of this Agreement) which are hereby held by the Servicer for benefit of the Issuer with respect to each Receivable: (a) the original tangible record constituting or forming a part of such Receivable that is tangible chattel paper (as such term is defined in Section 9-102 of the UCC) fully executed and “signed” (within the meaning of the UCC) by the related Obligor, or a copy or image of such original tangible record that is stored in an electronic medium that the Servicer shall maintain in accordance with its Customary Servicing Practices and that shall be a single “authoritative copy” (as such term is used in Section 9-105 of the UCC) of such Receivable, which authoritative copy identifies TMCC as the secured party under such Receivable or as the assignee of the secured party under such Receivable, or the authoritative copy of the electronic record evidencing electronic chattel paper initially authenticated by the related Obligor that (i) is maintained for TMCC by a third party provider acting on behalf of TMCC that (x) provides computer services that enables Dealers to create, store, control and assign electronic records, records constituting an “authoritative copy”, and other related materials and (y) enables TMCC to accept assignment of, control, assign and store, the authoritative copy of such electronic chattel paper and electronic records and other related materials and (ii) identifies TMCC as the secured party under such Receivable or as the assignee of the secured party under such Receivable; (b) the original credit application executed by the related Obligor (or a photocopy or other image or electronic record thereof that the Servicer shall keep on file in accordance with its Customary Servicing Practices), on TMCC’s customary form, or on a form approved by TMCC; (c) the original certificate of title (or evidence that such certificate of title has been applied for), or a photocopy or other image thereof of such documents that the Servicer shall keep on file in accordance with TMCC’s Customary Servicing Practices, evidencing the security interest in the related Financed Vehicle; and (d) any and all other documents (whether tangible or electronic) that the Seller or the Servicer, as the case may be, shall keep on file, in accordance with its Customary Servicing Practices, relating to such Receivable, the related Obligor or Financed Vehicle, including documents evidencing or relating to any Insurance Policy; provided, that the Servicer may appoint one or more agents to act as subcustodians of certain items contained in a Receivable File so long as the Servicer remains primarily responsible for their safekeeping, provided, provided further, that the Servicer shall not transmit or transfer the authoritative copy of a Receivable that is in the form of electronic chattel paper to another person unless such person is able to and agrees to maintain TMCC’s “control” (as such term is used in Section 9-105 of the UCC) over the authoritative copy or the control of any authorized assignee of TMCC. The Servicer shall maintain “control”, within the meaning of Section 9-105 of the applicable UCC, of every Receivable for the benefit of the owners of that Receivable, and shall not relinquish such control or transfer such control to any other person except at the direction of the owner of such Receivables and only if such transfer is effective to transfer control to the person designated by such owner of the Receivable.

Custody of Receivable Files. To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Owner Trustee on behalf of the Issuer, upon the execution and delivery of this Agreement, Issuing Entity hereby revocably appoints the Servicer, and the Servicer hereby accepts such appointment, to act as for the agent benefit of the Issuer Issuing Entity and the Indenture Trustee as custodian of the following documents or instruments (the parties hereto expressly acknowledging and agreeing that the Servicer may appoint a third party to act as the agent of the Servicer to maintain possession or control of such documents, electronic files or instruments as contemplated by Section 3.03(b) of this Agreement) which are hereby held by or will hereby be constructively delivered to the Servicer for benefit Indenture Trustee, as pledgee of the Issuer Issuing Entity, as of the Closing Date with respect to each [Initial] Receivable [and as of the Subsequent Transfer Date with respect to each Subsequent Receivable]: (a) in the case of each Receivable constituting “tangible chattel paper”, the fully executed original tangible record constituting or forming a part Contract of such Receivable that is tangible or, in the case of each Receivable constituting “electronic chattel paper (as such term is defined in Section 9-102 of paper”, the UCC) fully executed and “signed” (within the meaning of the UCC) by the related Obligor, or a copy or image of such original tangible record that is stored in an electronic medium that the Servicer shall maintain in accordance with its Customary Servicing Practices and that shall be a single “authoritative copy” (as such term is used in Section 9-105 of the UCC) of such Receivable, which authoritative copy identifies TMCC as the secured party under such Receivable or as the assignee of the secured party under such Receivable, or the authoritative copy of the electronic record evidencing electronic chattel paper initially authenticated by the related Obligor that (i) is maintained for TMCC by a third party provider acting on behalf Contract of TMCC that (x) provides computer services that enables Dealers to create, store, control and assign electronic records, records constituting an “authoritative copy”, and other related materials and (y) enables TMCC to accept assignment of, control, assign and store, the authoritative copy of such electronic chattel paper and electronic records and other related materials and (ii) identifies TMCC as the secured party under such Receivable or as the assignee of the secured party under such Receivable; (b) the original credit application fully executed by the related Obligor (or a photocopy or such other image or electronic record thereof that information as the Servicer shall may keep on file in accordance with its Customary Servicing Practices), on TMCC’s customary form, or on a form approved by TMCCservicing procedures; (c) the original certificate of title (or evidence that such certificate of title has been applied for), or a photocopy or other image thereof of such documents that the Servicer or the Depositor shall keep on file file, in accordance with TMCC’s Customary Servicing Practicesits customary procedures, evidencing the security interest of World Omni in the related Financed Vehicle; and (d) any and all other documents (whether tangible or electronic) that the Seller Servicer or the Servicer, as the case may be, Depositor shall keep on file, in accordance with its Customary Servicing Practicescustomary procedures, relating to such a Receivable, the related an Obligor or a Financed Vehicle, including documents evidencing or relating to any Insurance Policy; provided, that the Servicer may appoint one or more agents to act as subcustodians of certain items contained in a Receivable File the Receivables Files so long as the Servicer remains primarily responsible for their safekeeping, provided, further, that the Servicer shall not transmit or transfer the authoritative copy of a Receivable that is in the form of electronic chattel paper to another person unless such person is able to and agrees to maintain TMCC’s “control” (as such term is used in Section 9-105 of the UCC) over the authoritative copy or the control of any authorized assignee of TMCC. The Servicer shall maintain “control”, within the meaning of Section 9-105 of the applicable UCC, of every Receivable for the benefit of the owners of that Receivable, and shall not relinquish such control or transfer such control to any other person except at the direction of the owner of such Receivables and only if such transfer is effective to transfer control to the person designated by such owner of the Receivableperson.

Custody of Receivable Files. To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Owner Trustee on behalf of Issuer (with respect to the Issuer, upon Receivables other than the execution Eligible Investment Receivables) and delivery of this Agreement, appoints the Seller (with respect to the Eligible Investment Receivables ) hereby revocably appoint the Servicer, and the Servicer hereby accepts such appointment, to act as for the agent benefit of the Issuer and the Indenture Trustee (in the case of the Receivables other than the Eligible Investment Receivables) and for the benefit of the Issuer and the Collateral Agent, as agent for the secured parties, (in the case of the Eligible Investment Receivables) as custodian of the following documents or instruments (respectively relating to the parties hereto expressly acknowledging and agreeing that Receivables or the Servicer may appoint a third party to act Eligible Investment Receivables, as the agent case may be, which documents and instruments are hereby constructively delivered by the Issuer to the Indenture Trustee (in the case of the Servicer to maintain possession or control of such documents, electronic files or instruments as contemplated by Section 3.03(bReceivables other than the Eligible Investment Receivables) of this Agreement) which are hereby held and by the Servicer for benefit Seller to the Collateral Agent (in the case of the Issuer with respect to each Receivable:Eligible Investment Receivables): (a) the fully executed original tangible record constituting or forming a part of such Receivable that is tangible chattel paper (as such term is defined in Section 9-102 of the UCC) fully executed and “signed” (within the meaning of the UCC) by the related Obligor, Receivable or a copy or image of such original tangible record that is stored in an electronic medium that the Servicer shall maintain in accordance with its Customary Servicing Practices and that shall be a single “authoritative copy” (as such term is used in Section 9-105 of the UCC) of such Eligible Investment Receivable, which authoritative copy identifies TMCC as the secured party under applicable (together with any agreements modifying such Receivable or as the assignee of the secured party under such Eligible Investment Receivable, or the authoritative copy of the electronic record evidencing electronic chattel paper initially authenticated by the related Obligor that (i) is maintained for TMCC by a third party provider acting on behalf of TMCC that (x) provides computer services that enables Dealers to create, store, control and assign electronic records, records constituting an “authoritative copy”, and other related materials and (y) enables TMCC to accept assignment of, control, assign and store, the authoritative copy of such electronic chattel paper and electronic records and other related materials and (ii) identifies TMCC as the secured party under such Receivable or as the assignee of the secured party under such Receivableincluding any extension agreement); (b) the original credit application application, or a copy thereof, fully executed by the related each Obligor (or a photocopy or other image or electronic record thereof that the Servicer shall keep on file in accordance with its Customary Servicing Practices), on TMCC’s customary form, or on a form approved by TMCCthereon; (c) the original certificate of title (or evidence that such certificate of title has been applied for), or a photocopy or other image thereof of such documents that the Servicer or the Seller shall keep on file in accordance with TMCC’s Customary Servicing Practices, its customary procedures evidencing the security interest of the Seller in the related Financed Vehicle; and (d) any and all other documents (whether tangible or electronic) that the Seller Servicer or the Servicer, as the case may be, Seller shall keep on file, file in accordance with its Customary Servicing Practices, customary procedures relating to such a Receivable or Eligible Investment Receivable, the related as applicable, an Obligor or a Financed Vehicle, including documents evidencing or relating to any Insurance Policy; provided, that the Servicer may appoint one or more agents to act as subcustodians of certain items contained in a Receivable File so long as the Servicer remains primarily responsible for their safekeeping, provided, further, that the Servicer shall not transmit or transfer the authoritative copy of a Receivable that is in the form of electronic chattel paper to another person unless such person is able to and agrees to maintain TMCC’s “control” (as such term is used in Section 9-105 of the UCC) over the authoritative copy or the control of any authorized assignee of TMCC. The Servicer shall maintain “control”, within the meaning of Section 9-105 of the applicable UCC, of every Receivable for the benefit of the owners of that Receivable, and shall not relinquish such control or transfer such control to any other person except at the direction of the owner of such Receivables and only if such transfer is effective to transfer control to the person designated by such owner of the Receivable.

Custody of Receivable Files. (a) To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Owner Trustee on behalf of the Issuer, upon the execution and delivery of this Agreement, Issuer hereby revocably appoints the ServicerMaster Servicer as its agent, and the Master Servicer hereby accepts such appointment, to act as the agent custodian on behalf of the Issuer as custodian and the Indenture Trustee, of the following documents or instruments (the parties hereto expressly acknowledging and agreeing that the Servicer may appoint a third party to act as the agent of the Servicer to maintain possession or control of such documents, electronic files or instruments as contemplated by Section 3.03(b) of this Agreement) which are hereby held by constructively delivered to the Servicer for benefit Indenture Trustee (or, in the case of the Issuer Subsequent Receivables, will be constructively delivered to the Indenture Trustee on the related Subsequent Transfer Date), as pledgee of the Trust Property pursuant to the Indenture with respect to each Receivable:Receivable (collectively, a "Receivable File"): (a) the original tangible record constituting or forming a part of such Receivable that is tangible chattel paper (as such term is defined in Section 9-102 of the UCC) fully executed and “signed” (within the meaning of the UCC) by the related Obligor, or a copy or image of such original tangible record that is stored in an electronic medium that the Servicer shall maintain in accordance with its Customary Servicing Practices and that shall be a single “authoritative copy” (as such term is used in Section 9-105 of the UCC) of such Receivable, which authoritative copy identifies TMCC as the secured party under such Receivable or as the assignee of the secured party under such Receivable, or the authoritative copy of the electronic record evidencing electronic chattel paper initially authenticated by the related Obligor that (i) is maintained for TMCC by a third party provider acting on behalf of TMCC that (x) provides computer services that enables Dealers to create, store, control and assign electronic records, records constituting an “authoritative copy”, and other related materials and (y) enables TMCC to accept assignment of, control, assign and store, the authoritative copy of such electronic chattel paper and electronic records and other related materials and (ii) identifies TMCC as the secured party under such Receivable or as the assignee fully executed original of the secured party under such Receivable; (bii) the original (or image of the original) credit application with respect to such Receivable fully executed by the related Obligor (or a photocopy thereof or other image or electronic a record thereof that the Servicer shall keep on a computer file in accordance with its Customary Servicing Practices), on TMCC’s customary form, or disc or on a form approved by TMCCmicrofiche; (ciii) the original certificate of title for the related Financed Vehicle (or evidence that such certificate of title has been applied for), ) or a photocopy or other image thereof of such documents that the Servicer shall keep on file in accordance with TMCC’s Customary Servicing Practices, evidencing the security interest in the related Financed Vehicle; and (d) any and all other documents (whether tangible or electronic) that the Seller or the Servicer, as the case may be, Master Servicer shall keep on file, in accordance with its Customary Servicing Practicescustomary practices and procedures, evidencing the security interest of the Seller in such Financed Vehicle; (iv) documents evidencing the commitment of the related Obligor to maintain physical damage insurance covering the related Financed Vehicle; and (v) any and all other documents (including any computer file or disc or microfiche) that the Seller or the Master Servicer shall keep on file, in accordance with its customary practices and procedures, relating to such the Receivable, the related Obligor or the related Financed Vehicle, including documents evidencing or relating . (b) On the Closing Date (with respect to the Initial Receivables) and on each Subsequent Transfer Date (with respect to any Insurance Policy; providedSubsequent Receivables), the Master Servicer shall deliver an Officer's Certificate to the Issuer and the Indenture Trustee confirming that the Master Servicer may appoint one or more agents has received, on behalf of the Issuer and the Indenture Trustee, all the documents and instruments necessary for the Master Servicer to act as subcustodians of certain items contained in a Receivable File so long as the Servicer remains primarily responsible for their safekeeping, provided, further, that the Servicer shall not transmit or transfer the authoritative copy of a Receivable that is in the form of electronic chattel paper to another person unless such person is able to and agrees to maintain TMCC’s “control” (as such term is used in Section 9-105 agent of the UCC) over Issuer and the authoritative copy or the control of any authorized assignee of TMCC. The Servicer shall maintain “control”, within the meaning of Section 9-105 of the applicable UCC, of every Receivable Indenture Trustee for the benefit of purposes set forth in this Section, including the owners of that Receivabledocuments referred to herein, and shall not relinquish the Issuer and the Trustees are hereby authorized to rely on such control or transfer such control to any other person except at the direction of the owner of such Receivables and only if such transfer is effective to transfer control to the person designated by such owner of the ReceivableOfficer's Certificates.

Custody of Receivable Files. To assure uniform quality in servicing (a) In connection with the sale, transfer and assignment of the Receivables and the Other Conveyed Property to reduce administrative costs, the Owner Trustee on behalf of the Issuer, upon Trust pursuant to this Agreement and simultaneously with the execution and delivery of this Agreement, appoints the ServicerTrust Collateral Agent shall enter into the Custodian Agreement with the Custodian and the Administrative Agent, dated as of September 5, 2007, pursuant to which the Trust Collateral Agent shall revocably appoint the Custodian, and the Servicer accepts Custodian shall accept such appointment, to act as the agent of the Issuer Trust Collateral Agent as custodian of the following documents or instruments (in its possession which shall be delivered to the parties hereto expressly acknowledging and agreeing that the Servicer may appoint a third party to act Custodian as the agent of the Servicer to maintain possession Trust Collateral Agent on or control of such documents, electronic files or instruments as contemplated by Section 3.03(b) of this Agreement) which are hereby held by before the Servicer for benefit of the Issuer Closing Date (with respect to each Receivable:): (ai) the original tangible record constituting or forming a part of such Receivable that is tangible chattel paper (as such term is defined in Section 9-102 of the UCC) The fully executed and “signed” or electronically authenticated original or authoritative copy (in each case within the meaning of the UCC) by the related Obligor, or a copy or image of such original tangible record that is stored in an electronic medium that the Servicer shall maintain in accordance with its Customary Servicing Practices and that shall be a single “authoritative copy” (as such term is used in Section 9-105 of the UCCReceivable (together with any agreements modifying the Receivable); and (ii) of such Receivable, which authoritative copy identifies TMCC as the secured party under such Receivable The original Lien Certificate (when received) or as the assignee with respect to certain of the secured party under such ReceivableFinanced Vehicles, or the authoritative copy evidence of the electronic record evidencing electronic chattel paper initially authenticated by the related Obligor that (i) is maintained for TMCC by a third party provider acting on behalf of TMCC that (x) provides computer services that enables Dealers to create, store, control and assign electronic records, records constituting an “authoritative copy”Lien Certificate, and other related materials and (y) enables TMCC to accept assignment ofotherwise such documents, controlif any, assign and store, the authoritative copy of such electronic chattel paper and electronic records and other related materials and (ii) identifies TMCC as the secured party under such Receivable or as the assignee of the secured party under such Receivable; (b) the original credit application executed by the related Obligor (or a photocopy or other image or electronic record thereof that the Servicer shall keep AmeriCredit keeps on file in accordance with its Customary Servicing Practices), on TMCC’s customary form, or on a form approved procedures indicating that the Financed Vehicle is owned by TMCC; (c) the original certificate Obligor and subject to the interest of title AmeriCredit (or evidence that such certificate of title has been applied for), an Originating Affiliate or a photocopy Titled Third-Party Lender) as first lienholder or other image thereof secured party, or, if such Lien Certificate has not yet been received, a copy of such documents the application therefor, showing AmeriCredit (or an Originating Affiliate or a Titled Third-Party Lender) as secured party; provided, that the Servicer shall keep on file in accordance with TMCC’s Customary Servicing Practices, evidencing the security interest in the related Financed Vehicle; and (d) any and all other documents (whether tangible or electronic) that the Seller or the Servicer, as the case may be, shall keep on fileCustodian may, in accordance with its Customary Servicing Practicescustomary servicing practices, relating (i) maintain all or a portion of the Receivable Files in electronic form, (ii) maintain custody of all or any portion of the Receivable Files with (A) an agent or designee approved by the Class A Majority, the Class B Majority and the Class C Majority or (B) DealerTrack, Inc., and (iii) with respect to those Receivables the form of which consists in part of a check to be endorsed by the Obligor, maintain either an image of such endorsed check or such other information or records evidencing such endorsement as permitted or provided by clearing house rules, rules and regulations of the Federal Reserve Board, or other established systems for the transmission of payments within the banking system. (b) Upon termination of AmeriCredit as Custodian, the Trust Collateral Agent shall act as the Custodian, in which case the Trust Collateral Agent shall be deemed to have assumed the obligations of the Custodian specified in the Custodian Agreement. Upon payment in full of any Receivable, the related Obligor or Financed Vehicle, including documents evidencing or relating Servicer will notify the Custodian pursuant to any Insurance Policy; provided, that a certificate of an officer of the Servicer may appoint one or more agents (which certificate shall include a statement to act as subcustodians the effect that all amounts received in connection with such payments which are required to be deposited in the Collection Account pursuant to Section 4.1 have been so deposited) and shall request delivery of certain items contained in a the Receivable and Receivable File so long to the Servicer. From time to time as appropriate for servicing and enforcing any Receivable, the Custodian shall, upon written request of an officer of the Servicer remains primarily responsible for their safekeepingand delivery to the Custodian of a receipt signed by such officer, provided, further, that cause the Servicer shall not transmit or transfer original Receivable and the authoritative copy related Receivable File to be released to the Servicer. The Servicer’s receipt of a Receivable that and/or Receivable File shall obligate the Servicer to return the original Receivable and the related Receivable File to the Custodian when its need by the Servicer has ceased unless the Receivable is in the form of electronic chattel paper to another person unless such person is able to and agrees to maintain TMCC’s “control” (repurchased as such term is used described in Section 9-105 of the UCC) over the authoritative copy 3.2 or the control of any authorized assignee of TMCC. The Servicer shall maintain “control”, within the meaning of Section 9-105 of the applicable UCC, of every Receivable for the benefit of the owners of that Receivable, and shall not relinquish such control or transfer such control to any other person except at the direction of the owner of such Receivables and only if such transfer is effective to transfer control to the person designated by such owner of the Receivable4.

Custody of Receivable Files. To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Owner Trustee on behalf of Issuer (with respect to the Issuer, upon Receivables other than the execution Eligible Investment Receivables) and delivery of this Agreement, appoints the Seller (with respect to the Eligible Investment Receivables) hereby revocably appoint the Servicer, and the Servicer hereby accepts such appointment, to act as for the agent benefit of the Issuer and the Indenture Trustee (in the case of the Receivables other than the Eligible Investment Receivables) and for the benefit of the Issuer and the Collateral Agent, as agent for the secured parties, (in the case of the Eligible Investment Receivables) as custodian of the following documents or instruments (respectively relating to the parties hereto expressly acknowledging and agreeing that Receivables or the Servicer may appoint a third party to act Eligible Investment Receivables, as the agent case may be, which documents and instruments are hereby constructively delivered by the Issuer to the Indenture Trustee (in the case of the Servicer to maintain possession or control of such documents, electronic files or instruments as contemplated by Section 3.03(bReceivables other than the Eligible Investment Receivables) of this Agreement) which are hereby held and by the Servicer for benefit Seller to the Collateral Agent (in the case of the Issuer with respect to each Receivable:Eligible Investment Receivables): (a) the fully executed original tangible record constituting or forming a part of such Receivable that is tangible chattel paper (as such term is defined in Section 9-102 of the UCC) fully executed and “signed” (within the meaning of the UCC) by the related Obligor, Receivable or a copy or image of such original tangible record that is stored in an electronic medium that the Servicer shall maintain in accordance with its Customary Servicing Practices and that shall be a single “authoritative copy” (as such term is used in Section 9-105 of the UCC) of such Eligible Investment Receivable, which authoritative copy identifies TMCC as the secured party under applicable (together with any agreements modifying such Receivable or as the assignee of the secured party under such Eligible Investment Receivable, or the authoritative copy of the electronic record evidencing electronic chattel paper initially authenticated by the related Obligor that (i) is maintained for TMCC by a third party provider acting on behalf of TMCC that (x) provides computer services that enables Dealers to create, store, control and assign electronic records, records constituting an “authoritative copy”, and other related materials and (y) enables TMCC to accept assignment of, control, assign and store, the authoritative copy of such electronic chattel paper and electronic records and other related materials and (ii) identifies TMCC as the secured party under such Receivable or as the assignee of the secured party under such Receivableincluding any extension agreement); (b) the original credit application application, or a copy thereof, fully executed by the related each Obligor (or a photocopy or other image or electronic record thereof that the Servicer shall keep on file in accordance with its Customary Servicing Practices), on TMCC’s customary form, or on a form approved by TMCCthereon; (c) the original certificate of title (or evidence that such certificate of title has been applied for), or a photocopy or other image thereof of such documents that the Servicer or the Seller shall keep on file in accordance with TMCC’s Customary Servicing Practices, its customary procedures evidencing the security interest of the Seller in the related Financed Vehicle; and (d) any and all other documents (whether tangible or electronic) that the Seller Servicer or the Servicer, as the case may be, Seller shall keep on file, file in accordance with its Customary Servicing Practices, customary procedures relating to such a Receivable or Eligible Investment Receivable, the related as applicable, an Obligor or a Financed Vehicle, including documents evidencing or relating to any Insurance Policy; provided, that the Servicer may appoint one or more agents to act as subcustodians of certain items contained in a Receivable File so long as the Servicer remains primarily responsible for their safekeeping, provided, further, that the Servicer shall not transmit or transfer the authoritative copy of a Receivable that is in the form of electronic chattel paper to another person unless such person is able to and agrees to maintain TMCC’s “control” (as such term is used in Section 9-105 of the UCC) over the authoritative copy or the control of any authorized assignee of TMCC. The Servicer shall maintain “control”, within the meaning of Section 9-105 of the applicable UCC, of every Receivable for the benefit of the owners of that Receivable, and shall not relinquish such control or transfer such control to any other person except at the direction of the owner of such Receivables and only if such transfer is effective to transfer control to the person designated by such owner of the Receivable.

Custody of Receivable Files. (a) To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Owner Trustee on behalf of the IssuerAgent, upon the execution and delivery of this Agreement, revocably appoints the Master Servicer, and the Master Servicer accepts such appointment, to act as the agent of the Issuer Agent as custodian of the following documents or instruments (the parties hereto expressly acknowledging and agreeing that the Servicer may appoint a third party to act as the agent of the Servicer to maintain possession instruments, directly or control of such documents, electronic files through one or instruments as contemplated by Section 3.03(b) of this Agreement) more Subservicers which are hereby held by constructively delivered to the Agent, and of which the Master Servicer for benefit of the Issuer shall acknowledge receipt thereof, with respect to each ReceivableReceivable assigned and transferred on the related Transfer Date: (ai) the fully executed original tangible record constituting or forming a part of such Receivable that is tangible chattel paper (as such term is defined in Section 9-102 of the UCC) fully executed and “signed” (within the meaning of the UCC) by the related Obligor, or a copy or image of such original tangible record that is stored in an electronic medium that the Servicer shall maintain in accordance with its Customary Servicing Practices and that shall be a single “authoritative copy” (as such term is used in Section 9-105 of the UCC) of such Receivable, which authoritative copy identifies TMCC as the secured party under such Receivable or as the assignee of the secured party under such Receivable, or the authoritative copy of the electronic record evidencing electronic chattel paper initially authenticated by the related Obligor that (i) is maintained for TMCC by a third party provider acting on behalf of TMCC that (x) provides computer services that enables Dealers to create, store, control and assign electronic records, records constituting an “authoritative copy”, and other related materials and (y) enables TMCC to accept assignment of, control, assign and store, the authoritative copy of such electronic chattel paper and electronic records and other related materials and (ii) identifies TMCC as the secured party under such Receivable or as the assignee of the secured party under such Receivable; (bii) the original credit application executed by the related Obligor (documents evidencing or a photocopy or other image or electronic record thereof that the Servicer shall keep on file in accordance with its Customary Servicing Practices), on TMCC’s customary form, or on a form approved by TMCC; (c) the original certificate of title (or evidence that such certificate of title has been applied for), or a photocopy or other image thereof of such documents that the Servicer shall keep on file in accordance with TMCC’s Customary Servicing Practices, evidencing the security interest in the related Financed Vehicle; and (d) relating to any and all other documents (whether tangible or electronic) that the Seller or the Servicer, as the case may be, shall keep on file, in accordance with its Customary Servicing Practices, insurance policy relating to such Receivable, the related Obligor or Financed Vehicleand, including documents evidencing or relating to any Insurance Policy; providedif such Receivable is a Mortgage Loan Receivable, that the Servicer may appoint one or more agents to act as subcustodians of certain items contained related Mortgaged Property; (iii) in a Receivable File so long as the Servicer remains primarily responsible for their safekeeping, provided, further, that the Servicer shall not transmit or transfer the authoritative copy case of a Receivable that is Mortgage Loan Receivable, the original Mortgage Note endorsed (which endorsement may be by manual or facsimile signature) by the Seller without recourse to the order of the Agent in the form following form: "Without recourse, pay to the order of electronic chattel paper to another person unless such person is able to and agrees to maintain TMCC’s “control” (Seattle-First National Bank, as such term is used in Section 9-105 Agent of the UCCPurchasers under the Receivables Transfer Agreement, dated as of December 1, 1993, among TW HOLDINGS, INC., the Agent, the Purchasers and JELD-WEN, inc."; (iv) over in the authoritative copy or case of a Mortgage Loan Receivable, a recorded Assignment to the control of any authorized assignee of TMCC. The Servicer shall maintain “control”Agent, within the meaning of Section 9-105 acting on behalf of the applicable UCCPurchasers, of every Receivable for the benefit related Mortgage or, if the Seller provides the Agent with an opinion of counsel admitted to practice law in the state in which the related Mortgaged Property is located to the effect that recordation is not necessary to secure the interest in such Mortgaged Property in the name of the owners Agent, an assignment in recordable form; (v) in the case of that a Mortgage Loan Receivable, and shall not relinquish such control or transfer such control to any other person except at originals of all intervening Assignments with evidence of recording indicated thereon; (vi) in the direction case of a Mortgage Loan Receivable, the owner related Mortgage, with evidence of such Receivables and only if such transfer is effective to transfer control to the person designated by such owner of the Receivable.recording indicated thereon;

Custody of Receivable Files. To assure uniform quality --------------------------- in servicing the Receivables and to reduce administrative costs, the Owner Trustee on behalf of the IssuerTrust, upon the execution and delivery of this Agreement, revocably appoints the Servicer, as custodian, and the Servicer accepts such appointmentappointment and revocably appoints First Security Service Company, its agent to act as the agent custodian on behalf of the Issuer as custodian Trust and on behalf of the Indenture Trustee which was granted a security interest pursuant to the Indenture, of the following documents or instruments (the parties hereto expressly acknowledging and agreeing that the Servicer may appoint a third party to act as the agent of the Servicer to maintain possession or control of such documentsinstruments, electronic files or instruments as contemplated by Section 3.03(b) of this Agreement) which are hereby held by constructively delivered to the Servicer for benefit of Trust and the Issuer Indenture Trustee with respect to each Receivable:Receivable (collectively, a "Receivable File"): --------------- (ai) the original tangible record constituting or forming a part of such Receivable that is tangible chattel paper (as such term is defined in Section 9-102 of the UCC) fully executed and “signed” (within the meaning of the UCC) by the related Obligor, or a copy or image of such original tangible record that is stored in an electronic medium that the Servicer shall maintain in accordance with its Customary Servicing Practices and that shall be a single “authoritative copy” (as such term is used in Section 9-105 of the UCC) of such Receivable, which authoritative copy identifies TMCC as the secured party under such Receivable or as the assignee of the secured party under such Receivable, or the authoritative copy of the electronic record evidencing electronic chattel paper initially authenticated by the related Obligor that (i) is maintained for TMCC by a third party provider acting on behalf of TMCC that (x) provides computer services that enables Dealers to create, store, control and assign electronic records, records constituting an “authoritative copy”, and other related materials and (y) enables TMCC to accept assignment of, control, assign and store, the authoritative copy of such electronic chattel paper and electronic records and other related materials and (ii) identifies TMCC as the secured party under such Receivable or as the assignee of the secured party under such Receivable; (bii) any documents evidencing the existence of any Insurance Policies customarily held by the Servicer; (iii) copies (which may be electronic copies) of the original credit application application, fully executed by the related Obligor (or a photocopy or other image or electronic record thereof that the Servicer shall keep on file in accordance with its Customary Servicing Practices), on TMCC’s customary form, or on a form approved by TMCCObligor; (civ) either (x) the original certificate of title (or evidence that such certificate of title has been applied for)title, or a photocopy or such other image thereof of such documents that as the Servicer Seller shall keep on file file, in accordance with TMCC’s Customary Servicing Practicesits customary procedures, evidencing the security interest of the Seller in the related Financed VehicleVehicle or the efforts (including the proof of application for notice of lien or other evidence of such security interest) made by the Seller to perfect such security interest; or (y) with respect to jurisdictions in which the certificate of title or other evidence of ownership is not issued to the holder of a lien, evidence of the Seller's security interest in the Financed Vehicle (or the efforts made by the Seller to perfect such security interest (including the proof of application for notice of lien or other evidence of such security interest)), in each case issued by the appropriate governmental agency of the State in which such Financed Vehicle is registered; (v) electronic entries and originals or true copies of all documents, instruments or writings relating to extensions, amendments or waivers of the Receivable; (vi) in the case of a Dealer Loan, the Dealer Assignment; and (dvii) any and all other documents (whether tangible or electronic) electronic records that the Seller or the Servicer, as the case may be, shall keep on file, in accordance with its Customary Servicing Practicescustomary procedures, relating to such the Receivable, the related Obligor or the Financed Vehicle, including documents evidencing or relating to any Insurance Policy; provided, that the Servicer may appoint one or more agents to act as subcustodians of certain items contained in a Receivable File so long as the Servicer remains primarily responsible for their safekeeping, provided, further, that the Servicer shall not transmit or transfer the authoritative copy of a Receivable that is in the form of electronic chattel paper to another person unless such person is able to and agrees to maintain TMCC’s “control” (as such term is used in Section 9-105 of the UCC) over the authoritative copy or the control of any authorized assignee of TMCC. The Servicer shall maintain “control”, within the meaning of Section 9-105 of the applicable UCC, of every Receivable for the benefit of the owners of that Receivable, and shall not relinquish such control or transfer such control to any other person except at the direction of the owner of such Receivables and only if such transfer is effective to transfer control to the person designated by such owner of the Receivable.

Custody of Receivable Files. To assure uniform quality in servicing (a) In connection with the sale, transfer and assignment of the Receivables and the Other Conveyed Property to reduce administrative costs, the Owner Trustee on behalf of Trust pursuant to this Agreement [and the Issuer, upon Subsequent Transfer Agreements] and simultaneously with the execution and delivery of this Agreement, the Trust Collateral Agent hereby revocably appoints the ServicerCustodian, and the Servicer Custodian hereby accepts such appointment, to act as the agent of the Issuer Trust Collateral Agent as custodian of the following documents or instruments in its possession or control (the parties hereto expressly acknowledging and agreeing that “Receivable Files”) which shall be delivered to the Servicer may appoint a third party to act Custodian as the agent of the Servicer to maintain possession Trust Collateral Agent on or control of such documents, electronic files or instruments as contemplated by Section 3.03(b) of this Agreement) which are hereby held by before the Servicer for benefit of the Issuer Closing Date [(with respect to each Receivable)] [in the case of the [Initial] Receivables, and on or before the Subsequent Transfer Date, in the case of the Subsequent Receivables]: (ai) the original tangible record constituting or forming a part of such Receivable that is tangible chattel paper (as such term is defined in Section 9-102 of the UCC) The fully executed and original (or with respect to “signed” (within the meaning of the UCC) by the related Obligor, or a copy or image of such original tangible record that is stored in an electronic medium that the Servicer shall maintain in accordance with its Customary Servicing Practices and that shall be a single “authoritative copy” (as such term is used in Section 9-105 of the UCC) of such Receivable, which authoritative copy identifies TMCC as the secured party under such Receivable or as the assignee of the secured party under such Receivable, or the authoritative copy of the electronic record evidencing electronic chattel paper initially authenticated by the related Obligor that (i) is maintained for TMCC by a third party provider acting on behalf of TMCC that (x) provides computer services that enables Dealers to create, store, control and assign electronic records, records constituting an “authoritative copypaper”, and other related materials and (y) enables TMCC to accept assignment of, control, assign and store, the authoritative copy copy) of such electronic chattel paper and electronic records and other related materials and the Contract; and (ii) identifies TMCC as the secured party under The Lien Certificate (when received), and otherwise such Receivable or as the assignee of the secured party under such Receivable; (b) the original credit application executed by the related Obligor (or a photocopy or other image or electronic record thereof documents, if any, that the Servicer shall keep GM Financial keeps on file in accordance with its Customary Servicing Practicescustomary procedures indicating that the Financed Vehicle is owned by the Obligor and subject to the interest of GM Financial or an Originating Affiliate (which may be accomplished by the use of a properly registered “doing business as” (“DBA”) name in the applicable jurisdiction) as first lienholder or secured party (including any Lien Certificate received by GM Financial), on TMCC’s customary formor, if such Lien Certificate has not yet been received, a copy of the application therefor, showing GM Financial or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as secured party. The Receivable Files are constructively delivered to the Trust Collateral Agent, as pledgee of the Issuer pursuant to the Indenture, and the Custodian hereby, as of the Closing Date [and each Subsequent Transfer Date], acknowledges receipt of the Receivable File for each Receivable listed in Schedule A hereto. No initial review or any periodic review of the Receivable Files by the Issuer, the Owner Trustee, the Trustee or the Trust Collateral Agent is required. (b) If the Trust Collateral Agent, or on a form approved by TMCC; (c) its agent, as the original certificate of title (or evidence that such certificate of title has been applied for)case may be, is acting as the Custodian pursuant to Section 3.12, the Trust Collateral Agent, or a photocopy or other image thereof of such documents that the Servicer shall keep on file in accordance with TMCC’s Customary Servicing Practices, evidencing the security interest in the related Financed Vehicle; and (d) any and all other documents (whether tangible or electronic) that the Seller or the Servicerits agent, as the case may be, shall keep on file, be deemed to have assumed the obligations of the Custodian (except for any liabilities incurred by the predecessor Custodian) specified in accordance with its Customary Servicing Practices, relating to this Agreement until such time as a successor Custodian has been appointed. Upon payment in full of any Receivable, the related Obligor or Financed Vehicle, including documents evidencing or relating Servicer will notify the Custodian pursuant to any Insurance Policya certificate of an officer of the Servicer (which certificate shall include a statement to the effect that all amounts received in connection with such payments which are required to be deposited in the Collection Account pursuant to Section 4.1 have been so deposited) and shall request delivery of the Receivable and Receivable File to the Servicer; provided, that the Servicer may appoint one or more agents no such certificate will be required to act as subcustodians of certain items contained in a Receivable File be delivered for so long as GM Financial is the Servicer. Upon the sale of any Receivable pursuant to Section 4.3(c), the Servicer remains primarily responsible (if GM Financial is not the Servicer) will notify the Custodian pursuant to a certificate of an officer of the Servicer (which certificate shall include a statement to the effect that all amounts received in connection with such sale which are required to be deposited in the Collection Account pursuant to Section 4.3(c) have been so deposited) and shall request delivery of the Receivable and Receivable File to the purchaser of such Receivable. From time to time as appropriate for their safekeepingservicing and enforcing any Receivable, the Custodian shall, upon written request of an officer of the Servicer and delivery to the Custodian of a receipt signed by such officer, cause the original Receivable and the related Receivable File to be released to the Servicer; provided, further, that no such written request shall be required for so long as GM Financial is the Servicer shall not transmit or transfer the authoritative copy Servicer. The Servicer’s receipt of a Receivable that and/or Receivable File shall obligate the Servicer to return the original Receivable and the related Receivable File to the Custodian when its need by the Servicer has ceased unless the Receivable is in the form of electronic chattel paper to another person unless such person is able to and agrees to maintain TMCC’s “control” (repurchased as such term is used described in Section 9-105 of the UCC3.2, 4.2, 4.4(c) over the authoritative copy or the control of any authorized assignee of TMCC. The Servicer shall maintain “control”, within the meaning of Section 9-105 of the applicable UCC, of every Receivable for the benefit of the owners of that Receivable, and shall not relinquish such control or transfer such control to any other person except at the direction of the owner of such Receivables and only if such transfer is effective to transfer control to the person designated by such owner of the Receivable4.7.

Custody of Receivable Files. (a) To assure ensure uniform quality in servicing the Receivables and to reduce administrative costs, the Owner Trustee on behalf of Borrower, the Issuer, upon Administrative Agent and the execution and delivery of this Agreement, appoints Lenders hereby appoint the Servicer, and the Servicer hereby accepts such appointment, to act as or cause its agents to act for the agent benefit of the Issuer Borrower, the Administrative Agent and the Lenders as custodian of the following documents or instruments (the parties hereto expressly acknowledging and agreeing that the Servicer may appoint a third party to act as the agent of the Servicer to maintain possession or control of such documents, electronic files or instruments as contemplated by Section 3.03(b) of this Agreement) which are hereby held by or will hereby be constructively delivered to the Servicer for benefit Administrative Agent, as pledgee of the Issuer Borrower, as of the Closing Date with respect to each Receivable:, but only to the extent applicable to such Receivable (the “Receivable Files”): (ai) the fully executed original, or a copy, of the Contract related to such Receivable, together with all amendments, waivers or modifications thereto; (ii) the original tangible record constituting or forming a part of such Receivable that is tangible chattel paper (as such term is defined in Section 9-102 of the UCC) fully executed and “signed” (within the meaning of the UCC) by the related Obligorcredit application, or a copy or image of thereof, fully executed by the Obligor; and (iii) such original tangible record that is stored in an electronic medium documents that the Servicer or the Borrower shall maintain keep on file, in accordance with its Customary Servicing Practices customary procedures, evidencing the security interest of the Originator in the Equipment. (b) With respect to the documents constituting each Receivable File, the Servicer, as custodian, shall (i) act exclusively as the custodian for, and that shall be a single “authoritative copy” the agent and bailee (as such term is used in Section 9-105 313 of the UCC) of such Receivable, which authoritative copy identifies TMCC as the secured party under such Receivable or as the assignee of the secured party under such Receivable, or the authoritative copy of the electronic record evidencing electronic chattel paper initially authenticated by the related Obligor that (i) is maintained for TMCC by a third party provider acting on behalf of TMCC that (x) provides computer services that enables Dealers to create, store, control and assign electronic records, records constituting an “authoritative copy”, and other related materials and (y) enables TMCC to accept assignment of, controlthe Secured Parties, assign and store, the authoritative copy of such electronic chattel paper and electronic records and other related materials and (ii) identifies TMCC as the secured party under hold all documents constituting such Receivable or as Files received by it for the assignee exclusive use and benefit of the secured party under such Receivable; Secured Parties and (biii) make disposition thereof only in accordance with the original credit application executed terms of this Agreement or with written instructions furnished by the related Obligor (or a photocopy or other image or electronic record thereof Administrative Agent. In performing its duties as custodian the Servicer shall use the same degree of skill and attention that the Servicer shall keep on file in accordance exercises with its Customary Servicing Practices), on TMCC’s customary form, or on a form approved by TMCC; (c) the original certificate of title (or evidence that such certificate of title has been applied for), or a photocopy or other image thereof of such documents respect to receivable files relating to comparable receivables that the Servicer shall keep on file in accordance with TMCC’s Customary Servicing Practices, evidencing the security interest in the related Financed Vehicle; and (d) any and all other documents (whether tangible services for itself or electronic) that the Seller or the Servicer, as the case may be, shall keep on file, in accordance with its Customary Servicing Practices, relating to such Receivable, the related Obligor or Financed Vehicle, including documents evidencing or relating to any Insurance Policy; provided, that the Servicer may appoint one or more agents to act as subcustodians of certain items contained in a Receivable File so long as the Servicer remains primarily responsible for their safekeeping, provided, further, that the Servicer shall not transmit or transfer the authoritative copy of a Receivable that is in the form of electronic chattel paper to another person unless such person is able to and agrees to maintain TMCC’s “control” (as such term is used in Section 9-105 of the UCC) over the authoritative copy or the control of any authorized assignee of TMCCothers. The Servicer shall maintain “control”promptly report to the Administrative Agent any failure on its part to hold (individually or through its Affiliates) any material portion the Receivable Files. The Servicer shall not at any time have, within or in any way attempt to assert, any interest in any Receivable held by it as custodian hereunder or in the meaning of Section 9-105 of the applicable UCCrelated Receivable File, of every other than for collecting or enforcing such Receivable for the benefit of the owners Issuer, the Administrative Agent and the Secured Parties. (c) The Servicer’s appointment as custodian with respect to a Receivable File for a Receivable shall become effective as of that Receivable, the date such Receivable is transferred to the Borrower and shall continue in full force and effect until TFS shall cease to be Servicer in accordance with the provisions of this Agreement, at which time the appointment of such Servicer as custodian shall be terminated by the Administrative Agent. As soon as practicable thereafter, the Servicer shall deliver the Receivable Files to the Administrative Agent or to a Person designated by the Administrative Agent at a place and time as the Administrative Agent may reasonably designate. The Servicer shall not relinquish such control or transfer such control resign as custodian without the prior written consent of the Administrative Agent. (d) The Servicer may delegate its duties and obligations as custodian to any other person except at Affiliate or any unrelated third-party provider of custodial services; provided that unless the direction Administrative Agent otherwise agrees in writing, the Servicer shall remain liable for the performance of the owner of its obligations as custodian hereunder notwithstanding such Receivables and only if such transfer is effective to transfer control to the person designated by such owner of the Receivabledelegation.

Custody of Receivable Files. (a) To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Owner Trustee on behalf of the Issuer, upon the execution and delivery of this Agreement, Issuer hereby revocably appoints the ServicerMaster Servicer as its agent, and the Master Servicer hereby accepts such appointment, to act as the agent custodian on behalf of the Issuer as custodian and the Indenture Trustee of the following documents or instruments (the parties hereto expressly acknowledging and agreeing that the Servicer may appoint a third party to act as the agent of the Servicer to maintain possession or control of such documents, electronic files or instruments as contemplated by Section 3.03(b) of this Agreement) which are hereby held by constructively delivered to the Servicer for benefit Indenture Trustee (or, in the case of the Issuer Subsequent Receivables, will be constructively delivered to the Indenture Trustee on the related Subsequent Transfer Date), as pledgee of the Trust Property pursuant to the Indenture with respect to each Receivable:Receivable (collectively, a "Receivable File"): (a) the original tangible record constituting or forming a part of such Receivable that is tangible chattel paper (as such term is defined in Section 9-102 of the UCC) fully executed and “signed” (within the meaning of the UCC) by the related Obligor, or a copy or image of such original tangible record that is stored in an electronic medium that the Servicer shall maintain in accordance with its Customary Servicing Practices and that shall be a single “authoritative copy” (as such term is used in Section 9-105 of the UCC) of such Receivable, which authoritative copy identifies TMCC as the secured party under such Receivable or as the assignee of the secured party under such Receivable, or the authoritative copy of the electronic record evidencing electronic chattel paper initially authenticated by the related Obligor that (i) is maintained for TMCC by a third party provider acting on behalf of TMCC that (x) provides computer services that enables Dealers to create, store, control and assign electronic records, records constituting an “authoritative copy”, and other related materials and (y) enables TMCC to accept assignment of, control, assign and store, the authoritative copy of such electronic chattel paper and electronic records and other related materials and (ii) identifies TMCC as the secured party under such Receivable or as the assignee fully executed original of the secured party under such Receivable; (bii) the original (or image of the original) credit application with respect to such Receivable fully executed by the related Obligor (or a photocopy thereof or other image or electronic a record thereof that the Servicer shall keep on a computer file in accordance with its Customary Servicing Practices), on TMCC’s customary form, or disc or on a form approved by TMCCmicrofiche; (ciii) the original certificate of title for the related Financed Vehicle (or evidence that such certificate of title has been applied for), ) or a photocopy or other image thereof of such documents that the Servicer shall keep on file in accordance with TMCC’s Customary Servicing Practices, evidencing the security interest in the related Financed Vehicle; and (d) any and all other documents (whether tangible or electronic) that the Seller or the Servicer, as the case may be, Master Servicer shall keep on file, in accordance with its Customary Servicing Practicescustomary practices and procedures, evidencing the security interest of the Seller in such Financed Vehicle; (iv) documents evidencing the commitment of the related Obligor to maintain physical damage insurance covering the related Financed Vehicle; and (v) any and all other documents (including any computer file or disc or microfiche) that the Seller or the Master Servicer shall keep on file, in accordance with its customary practices and procedures, relating to such the Receivable, the related Obligor or the related Financed Vehicle. (b) On the Closing Date (with respect to the Initial Receivables) and each Subsequent Transfer Date (with respect to the Subsequent Receivables), including documents evidencing or relating the Master Servicer shall deliver an Officer's Certificate to any Insurance Policy; provided, the Issuer and the Indenture Trustee confirming that the Master Servicer may appoint one or more agents has received, on behalf of the Issuer and the Indenture Trustee, all the documents and instruments necessary for the Master Servicer to act as subcustodians of certain items contained in a Receivable File so long as the Servicer remains primarily responsible for their safekeeping, provided, further, that the Servicer shall not transmit or transfer the authoritative copy of a Receivable that is in the form of electronic chattel paper to another person unless such person is able to and agrees to maintain TMCC’s “control” (as such term is used in Section 9-105 agent of the UCC) over Issuer and the authoritative copy or the control of any authorized assignee of TMCC. The Servicer shall maintain “control”, within the meaning of Section 9-105 of the applicable UCC, of every Receivable Indenture Trustee for the benefit of purposes set forth in this Section, including the owners of that Receivabledocuments referred to herein, and shall not relinquish the Issuer and the Trustees are hereby authorized to rely on such control or transfer such control to any other person except at the direction of the owner of such Receivables and only if such transfer is effective to transfer control to the person designated by such owner of the ReceivableOfficer's Certificates.